Exhibit 99.2
Nathaniel August
Mangrove Partners
10 East 53rd Street, 31st Floor
New York, NY 10022
March 16, 2011
The Board of Directors
CPEX Pharmaceuticals, Inc.
2 Holland Way
Exeter, NH 03833
Dear Sirs:
We are writing to inform the Board of Directors of CPEX Pharmaceuticals, Inc. (“CPEX” or the “Company”) that the backstop parties to the recapitalization proposal that we sent on March 14, 2011 have been limited to the five largest participants in the financing syndicate. We are hopeful that the fewer number and the larger average size of the parties backstopping the attached term sheet will give CPEX the confidence to open discussions with us as we have to date not heard from the Company. In addition, we have made several other minor changes to the term sheet, the result of which is no change in our estimates of the consideration to the existing stockholders. We look forward to moving ahead with the process in order to provide a meaningfully better outcome to CPEX stockholders and believe that confirmatory due diligence and definitive documentation could be completed in as little as two weeks. We estimate value to stockholders in the recapitalization at $34.73 per share, based on the following analysis:
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| Value to Existing Shareholders | | | Value per Right | | | | | | Value per Share after Recapitalization | |
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| Special Dividend | | $ | 28.00 | | | Value per Share | | $ | 4.51 | | | 2012 Estimated Revenue | | $ | 29.8 | |
| Value per Right | | | 2.22 | | | Noteholder Warrants | | | 1.7 | | | General & Administrative | | | (4.5 | ) |
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| Value per Remaining Share | | | 4.51 | | | Total Warrant Value | | $ | 7.7 | | | Depreciation & Amortization | | | (0.7 | ) |
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Total Value | | $ | 34.73 | | | Rights Issued | | | 3.0 | | | Estimated Interest Expense | | | (11.9 | ) |
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| | | | | | | Value per Right of Warrants | | $ | 2.58 | | | Taxes at 40% | | | (5.1 | ) |
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| | | | | | | OID Value in Debt | | | 6.29 | | | Net Income | | $ | 7.6 | |
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| | | | | | | Total Value per Right | | $ | 8.86 | | | Pro Forma Diluted Shares | | | 8.4 | |
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| | | | | | | Pro Rata Participation | | | 25 | % | | Earnings per Share | | $ | 0.90 | |
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| | | | | | | Value per Right | | $ | 2.22 | | | P/E Multiple | | | 5.0 | x |
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| | | | | | | | | | | | | Value per Share | | $ | 4.51 | |
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399|
info@mangrovepartners.com
In light of the Company’s current merger agreement with FCB I, we believe that time is of the essence and request that the Board meet with Mangrove Partners as soon as possible to discuss the details of our proposal. I look forward to meeting all of you and to working together to maximize value for all stockholders.
Sincerely,
/s/ Nathaniel August
Nathaniel August
Enclosures:
March 16, 2011 Term Sheet
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399|
info@mangrovepartners.com
Proposed Funding Term Sheet, March 16, 2011
CPEX Dividend Recapitalization via Rights Issue for new Notes
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| Summary of Proposed Transaction | | Dividend recapitalization of $28.00 per share to be funded by new notes, existing cash on CPEX Balance Sheet, and options proceeds |
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| Amount of Notes | | $85,256,000 (approximately) |
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| New Debt Funding | | Funding via tradable rights issue to existing shareholders to subscribe for new debt and shares |
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| Funding Date | | July 1, 2011 targeted |
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| Rights issue backstop participants | | Kingstown Capital $28,000,000
Nantahala Capital Management $15,500,000
Weiss Asset Management $10,400,000
Mangrove Partners $7,099,658
KVO Capital Management, LLC $5,500,000 |
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| Interest Rate on Notes | | LIBOR + 14% |
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| LIBOR Floor | | 1% |
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| LIBOR Definition | | 90-Day LIBOR |
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| Maturity | | December 31, 2024 |
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| Interest Payments | | Quarterly in arrears |
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| Rights Description | | 1 right issued for each Share/Option/Restricted Share. 35 rights plus $780 can be exchanged for a 1 new note and 20 new 12-year warrants struck at $0.01 each and immediately exercisable. Warrants to be registered and rights to be freely tradable |
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| Par Value of Notes | | $1,000 |
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| Share consideration | | Shares that do not participate in the tax-free exchange option will receive a $28.00 special dividend |
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| Backstop Fees | | 2% cash fee plus 3,750,000 new European style 10-year warrants struck at $0.01 each and exercisable only at expiration. Warrants to be registered |
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399|
info@mangrovepartners.com
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| Prepayment Penalty | | None |
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| Change of Control Put | | None |
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| Debt / legal service account | | 6-months of interest based on quarterly ending debt balance |
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| Royalty Stream Placement | | Royalty Stream to be placed into Special Purpose Vehicle (SPV) whereby 100% of SPV equity owned by CPEX |
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| Security | | Senior secured obligation of SPV and CPEX Pharmaceuticals including CPEX guaranty |
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| Limitation on Indebtedness | | No additional debt allowed at SPV. Basket for $2.5 million unsecured or pari passu debt at CPEX Corporate |
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| Quarterly Cash Flow Sweep Mechanism | | 100% excess cash flow at SPV to repay debt. Cash flow shall be paid as follows: |
| | 1. | | First, revenue shall be added to the debt service reserve to create starting SPV cash balance |
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| | 2. | | From starting SPV cash balance interest due to note holders shall be paid |
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| | 3. | | From remaining cash after payment of interest, debt service reserve shall be replenished |
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| | 4. | | From cash after debt service reserve replenishment, cash taxes for CPEX (the consolidated filer) shall be paid. Checks to be issued directly to U.S. Treasury and state(s), as appropriate |
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| | 5. | | From remaining cash after payment of cash taxes, funds to reimburse prior quarter G&A at CPEX shall be released in an amount not to exceed $1.25 million per quarter |
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| | 6. | | From remaining cash after reimbursement of G&A, prior quarter capex is reimbursed, not to exceed the available amount in the capex basket |
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| | 7. | | All remaining cash after capex reimbursement to be applied to principal of then outstanding notes through a lottery system |
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399|
info@mangrovepartners.com
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| SPV Change of Control | | Automatic change of control with equity conveyance to trustee/lenders in event that SPV is unable to fully replenish debt service account or in event that CPEX files for bankruptcy |
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| SPV Dissolution | | SPV to be dissolved when all note principal repaid |
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| Legal expenses for royalty | | CPEX to pay all legal expenses as part of G&A. Responsibility for legal expenses to transfer to SPV in event SPV change of control occurs |
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| Management Options and Restricted Shares | | Rights to be issued to options and restricted shareholders. Restricted shares and options to receive special dividend net of options strike price. Cashless exercise allowed for pro rata participation in new securities |
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| Board Representation | | Board expanded to 8 members with 2 new shareholder representatives TBD by vote of note holders in consultation with existing Board |
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| Public Reporting | | CPEX shall include a full accounting of cash flow sweeps with quarterly financials |
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| Capex basket | | Starting capex basket of $250,000 to increase quarterly by the amount by which incurred capex is below $50,000 and to decline by the amount by which prior quarter capex exceeds $50,000 |
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| Related Party Transactions | | CPEX to covenant not to engage in any related party transactions without the express approval of a majority of shares voted at a special or annual meeting of stockholders |
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| Tax refunds | | Any tax refunds received shall be paid into SPV and shall become part of quarterly starting cash balance in quarter tax refund received |
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| Change of Control | | A change of control shall not have taken place as a result of this transaction per preliminary legal review |
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399|
info@mangrovepartners.com
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| Minimum backstop allowance | | In the event that more than 25% of the rights are subscribed for, investor demand will be prorated such that the backstop parties purchase 75% of the new securities. Shares and rights not accepted due to proration will receive $28.00 in cash |
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| Tax-free exchange option | | To the extent allowable, an alternative will be given to shareholders to make a tax free exchange of rights plus shares for new notes, new shares, new warrants, and a pro rata share of excess cash (to be confirmed) |
This is an indicative term sheet only. It is not a binding proposal or offer or agreement. No party shall have any obligation to proceed with a transaction unless and until definitive transaction documents have been agreed and signed by the parties.
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399|
info@mangrovepartners.com
